Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

INOVIQ LTD Proxy Solicitation & Information Statement 2008

Jul 13, 2008

65112_rns_2008-07-13_5fe983dd-0e92-4624-9c25-096b4320f1db.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [81 x 36] intentionally omitted <==

EUROGOLD

L I M I T E D

(ACN 009 070 384)

14 July 2008

ASX & AIM Symbol "EUG"

Notice of Meeting

The Company advises that the attached Notice of Meeting was despatched to Shareholders on Friday, 11 July 2008.

Accordingly, please find attached a copy of the Notice of Meeting.

Pauline Collinson Company Secretary

For further information, please contact:

Pauline Collinson – Company Secretary – Ph: +61 8 9481 0572, Email: [email protected].

RFC Corporate Finance Ltd acts as Eurogold’s Nominated Adviser Contact: Stuart Laing – Ph: +61 8 9480 2506, Email: [email protected]

E U R O G O L D L I M I T E D

A B N 5 8 0 0 9 0 7 0 3 8 4

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Level 1, The Old Swan Brewery, 173 Mounts Bay Road, Perth, Western Australia on 12 August 2008 at 10:00am (WST).

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9481 0572.

EUROGOLD LIMITED

A B N 5 8 0 0 9 0 7 0 3 8 4

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Eurogold Limited will be held at Level 1, The Old Swan Brewery, 173 Mounts Bay Road, Perth, Western Australia on 12 August 2008 at 10:00am (WST) ( 'General Meeting' ).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form comprise part of this Notice of Meeting.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders of the Company on 10 August 2008 at 10.00am (WST).

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Approve Share Consolidation

To consider and, if thought fit, to pass as an ordinary resolution the following:

"That, pursuant to and in accordance with section 254H of the Corporations Act 2001, clause 2.4 of the Constitution and for all other purposes, Shareholders approve and authorise the Directors to consolidate the issued capital of the Company on the basis that every ten (10) fully paid ordinary Shares be consolidated into one (1) fully paid ordinary Share and that Options on issue be adjusted in accordance with the Listing Rules on the terms and conditions in the attached Explanatory Memorandum accompanying this Notice of Meeting."

2. Resolution 2 – Approve Options Issue

To consider, and if thought fit, to pass as an ordinary resolution the following:

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to allot and issue up to 3,500,000 Options (post consolidation) to subscribers of the Prior Share Issue on the terms and conditions in the Explanatory Memorandum ( Options Issue ).”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person who may participate in the Options Issue and who might obtain a benefit (except a benefit solely

1

in their capacity as a holder of ordinary securities) if the resolution is passed and an associate of that person.

However, the Company will not disregard a vote if:

  • (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

  • (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Resolution 3 – Approve Issue of Director Options

To consider and, if thought fit, to pass as an ordinary resolution the following:

"That, in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the issue of 500,000 Options (post consolidation) to Mr Peter Gunzburg on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Peter Gunzburg or his associate.

However, the Company will not disregard a vote if:

  • (a) it is cast by the person as proxy for a person who is entitled to vote in accordance with directions on the Proxy Form; or

  • (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 4 – Approve Non-Executive Directors' Remuneration

To consider and, if thought fit, to pass as an ordinary resolution with or without amendment the following:

"That, in accordance with Listing Rule 10.17, article 6.5 of the Constitution and for all other purposes, approval be given to pay non-executive Directors, as remuneration for their ordinary services as non-executive Directors, an aggregate amount of up to $200,000 per annum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director or his associate.

However, the Company will not disregard a vote if:

  • (a) it is cast by the person as proxy for a person who is entitled to vote in accordance with directions on the Proxy Form; or

2

  • (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

==> picture [121 x 40] intentionally omitted <==

Pauline Collinson Company Secretary Dated: 7 July 2008

3

A B N 5 8 0 0 9 0 7 0 3 8 4

EUROGOLD LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Level 1, The Old Swan Brewery, 173 Mounts Bay Road, Perth, Western Australia on 12 August 2008 at 10.00 am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice of Meeting. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice of Meeting.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice of Meeting and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice of Meeting. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the General Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the General Meeting in person.

3. Resolution 1 – Approve Share Consolidation

Resolution 1 seeks Shareholder approval for the Company to undertake a consolidation of the number of Shares on issue on the basis that every ten (10) Shares held be consolidated into one (1) Share. Similarly, the number of Options on issue will be consolidated on the basis of one (1) Option for every ten (10) Options held and the exercise price of such Options will increase according to the consolidation ratio.

The result of the consolidation is that each Security holding will be reduced by ten times its current level. Each Shareholder’s proportional interest in the Company’s share capital will remain unchanged as a result of the consolidation. Any fractional entitlements of Securityholders as a consequence of the consolidation will be rounded up.

The change in capital structure of the Company following the consolidation, which is subject to adjustments for rounding, is as follows:

4

Class of Security Number on Issue
(Pre-
Consolidat
ion)
Number on Issue
(Post-
Consolidation)
Shares on issue 319,679,494 31,967,950
Shares to be issued
under rights issue(1)
319,679,494 31,967,950
Total Shares 639,358,988 63,935,900
Options 4,000,000 4,400,000(2)

(1) The Company is in the process of completing a rights issue on the basis of one Share offered for each one Share held by Shareholders at the Record Date. Shares offered under the rights issue will also be consolidated.

(2)Assumes that Shareholders pass Resolutions 2 and 3 for the issue of 3,500,000 Options and 500,000 Options (post consolidation), respectively.

Implementation of the Consolidation

The consolidation will take effect from the second Business Day after Shareholder approval is received pursuant to the Notice of Meeting (“ Effective Date ”).

As from the day that is four Business Days after the Effective Date, the Company may not register transfers on a pre-consolidation basis. In the case of certificated holdings, this is the last day for the Company to accept transfers accompanied by certificates issued before the consolidation.

The Company will send a notice to all Securityholders not earlier than the fifth Business Day after the Effective Date and not later than the ninth Business Day after the Effective Date advising of the number of Securities held by each Shareholder both before and after the capital consolidation.

Uncertificated security holding statements or certificates (as applicable) for the Securities will be sent to Securityholders not earlier than the fifth Business Day after (but not including) the Effective Date and not later than the ninth Business Day after (but not including) the Effective Date.

The Company will, from the date that is five Business Days after the Effective Date, reject transfers accompanied by a certificate or holding statement that was issued before the consolidation.

Where a Securityholder has sold his or her Securities in the Company prior to the consolidation of ordinary shares or consolidation of options and the Company receives a valid transfer executed by the Shareholder together with a certificate (if applicable) for those Shares or options, the Company will send an uncertificated security holding statement or certificate (as applicable) for the new securities (in respect to the Shares or Options) to the transferee named in the transfer.

Based upon the above, an indicative timetable assuming Shareholder approval is obtained will be as follows:

5

Date Event
12 August 2008 Following shareholder approval Company announces
shareholder approval to capital consolidation.
Last day for trading pre-capital consolidation securities.
14 August 2008 Effective Date.
Trading of post capital consolidation securities on a deferred
settlement basis commences.
20 August 2008 Last day to register transfers on a pre-capital consolidation
basis.
21 August 2008 First day to register transfers on a post-capital consolidation
basis.
27 August 2008 Latest date for Company to send notice to each security
holderofpre and post capitalconsolidation holdings.

4. Resolution 2 – Approve Options Issue

4.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 to grant up to 3,500,000 Options (post-consolidation) each for nil consideration.

On 30 November 2006, the Company obtained Shareholder approval for the ratification of a share issue made on 4 August 2006 ( Prior Share Issue ). The Prior Share Issue was a placement of Shares which contained one free attaching Option with an exercise price of $0.10 and an expiry date of 30 June 2009 for each Share subscribed for.

The Company obtained Shareholder approval for the grant of the Options on 30 November 2006. However, the Options have not been granted.

The ASX requires that all securities be issued within 3 months of approval. As the free attaching Options under the Prior Share Issue were not issued within 3 months of obtaining Shareholder approval the Company is required to obtain Shareholder approval again to grant the Options without affecting its 15% capacity.

As the issue of Options under the Options Issue is proposed to occur after the consolidation of capital the terms on which the Options have been amended are consistent with the amendments that would have been made to the number and exercise price of the Options had they been issued prior to the consolidation save that the expiry date has been extended due to the delay in issuing the Options.

4.2 Listing Rule 7.1 – Shareholder approval of the Options Issue

Listing Rule 7.1 requires Shareholder approval for the proposed Options Issue. Listing Rule 7.1 provides that, subject to certain exceptions, Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Although the Options Issue does not represent more than the 15% of the Company’s securities on issue for the purposes of Listing Rule 7.1, the Company is seeking Shareholder approval of the Options Issue so that the Company's future ability to issue up to 15% of the Company's share capital in accordance with Listing Rule 7.1 without Shareholder approval is maintained. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

6

4.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the Options Issue and the requirements of Listing Rule 7.3, information is provided as follows:

  • (a) the maximum number of Options the Company can issue under Resolution 2 is 3,500,000 Options (post consolidation) and 3,500,000 Shares upon exercise of the Options (post consolidation);

  • (b) The Company will grant the Options no later than 3 months after the date of the General Meeting (or such longer period of time as ASX may in its discretion allow);

  • (c) the Options under the Options Issue will each be granted for nil consideration to participants in the Prior Share Issue (none of whom are related parties to the Company);

  • (d) the Options are unlisted Options each having an exercise price of $1.00 and expire on 30 June 2014 although the Company may apply for listing of the Options in the future. Further terms of the Options are contained in Schedule 2 of this Explanatory Memorandum;

  • (e)

  • no funds will be raised by the Options Issue;

  • (f) the grant of Options will occur progressively; and

  • (g) a voting exclusion statement is included in the Notice of Meeting.

5. Resolution 3 – Approve Issue of Director Options

5.1 General

The purpose of Resolution 3 is to authorise the Company to issue 500,000 Options (post consolidation) to Mr Peter Gunzburg as conversion of a loan by Peter Gunzburg to the securities on the same terms and conditions as the participants in the Prior Share Issue (loan converted at $0.05 cents per share with one free Option for each Share issued).

Between 22 May 2006 and 18 July 2006 Mr Gunzburg loaned to the Company a total $250,000 on commercial terms. The loan was made at the time that the Company's arrangements with Oxus Gold Plc were terminated by Oxus Gold Plc. Under the contractual arrangements with Oxus Gold Plc they were to fund the operations of the Company until completion. At the time of the termination the cash at bank of the Company was low and there was an immediate need for funds.

At the time of undertaking the Prior Share Issue the Company agreed with Mr Gunzburg to settle the loan via conversion to Shares on the same terms that Shares were offered to participants under the Prior Share Issue in lieu of the cash repayment of the loan.

The Company obtained Shareholder approval for the conversion of the loan (including the grant of the Options) on 30 November 2006. The Shares on conversion of the loan were issued however, the attaching Options have not been granted.

The ASX requires that all securities be issued within 1 month of approval. As the attaching Options under the loan conversion were not issued within 1 month of obtaining Shareholder approval the Company is required to obtain Shareholder approval again to grant the Options.

7

As the issue of Options to Mr Gunzburg is proposed to occur after the consolidation of capital the terms on which the Options have been amended are consistent with the amendments that would have been made to the number and exercise price of the Options had they been issued prior to the consolidation save that the expiry date has been extended due to the delay in issuing the Options.

As required under the AIM Rules, the Directors of the Company (other than Mr Gunzburg) consider, having consulted with RFC Corporate Finance Limited, the nominated advisor of the Company in relation to the AIM market, that the issue of Options to Mr Gunzburg under this Resolution is fair and reasonable as far as Shareholders are concerned.

5.2 Specific information required by Listing Rule 10.13

For the purpose of Listing Rule 10.13, information regarding Resolution 3 is provided as follows:

  • (a) The Options will be issued to Mr Peter Gunzburg or his nominee.

  • (b) The maximum number of Options the Company can issue under Resolution 3 is 500,000 Options (post consolidation) and 500,000 Shares upon exercise of the Options (post consolidation).

  • (c) The Options will be issued no later than one month after the Meeting (or such longer period of time ASX may in its discretion allow).

  • (d)

  • The Options are being granted for nil consideration.

  • (e) Options issued by the Company have an exercise price of $1.00, expire on 30 June 2014 and have further terms and conditions contained in Schedule 2.

  • (f) A voting exclusion statement is included in the Notice.

  • (g) No funds will be raised by the granting of the Options.

6. Resolution 4 – Approve Non-Executive Directors' Remuneration

The Constitution allows payment to non-executive Directors, out of the funds of the Company (as remuneration for ordinary services of Directors), of such sum as may be determined by the Company in general meeting.

The Company is unable to locate the aggregate amount of non-executive Directors' remuneration previously approved by Shareholders.

The table below sets out the current and proposed remuneration of non-executive Directors:

Directors:
Non-Executive
Director
Current
Consultancy
Fees
Proposed
Consultancy
Fees
Current
Remuneration
Proposed
Remuneration
Brett Montgomery $25,000 (plus
GST)
$40,000 (plus
GST)
Nil Nil
Neil MacLachlan* Nil Nil £15,000** $40,000
  • For the 2007/2008 financial year, Mr MacLachlan elected to be issued Options in lieu of his remuneration.

8

** For the 2008/2009 financial year, Mr MacLachlan's remuneration will change from being paid in United Kingdom Pounds to Australian Dollars.

Resolution 4 proposes that the aggregate amount of directors’ fees paid to non-executive Directors be set at $200,000 and seeks such Shareholder approval for that amount.

It is not presently proposed that the full amount of the fees will be paid to non-executive Directors. To ensure the Company can attract and retain suitable non-executive Directors it is proposed that the total amount payable by the Company each year to non-executive Directors be set at an aggregate amount of $200,000.

9

Schedule 1 - Definitions

In this Notice and Explanatory Memorandum:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691), and where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Business Day means a day that ASX is open for trading in Western Australia.

Company or Eurogold means Eurogold Limited ABN 58 009 070 384.

Constitution means the constitution of the Company as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Effective Date has the meaning in section 3 of the Explanatory Memorandum.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Meeting.

General Meeting has the meaning given in the Notice of Meeting.

Listing Rules means the listing rules of ASX.

Notice of Meeting means this notice of General Meeting.

Option means an option to acquire a Share.

Optionholder means a person who holds an Option.

Options Issue has the meaning given in Resolution 2.

Prior Share Issue has the meaning given in section 4.1 of the Explanatory Memorandum.

Resolution means a resolution referred to in this Notice of Meeting.

Security means a Share or an Option.

Securityholder means the holder of a Security.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

In this Notice, words importing the singular include the plural and vice versa.

10

Schedule 2 – Terms and Conditions of Options

1. Entitlement

Each Option (together the ' Options' ) entitles the holder to subscribe for one Share upon exercise of each Option.

2. Exercise Price and Expiry Date

The Options have an exercise price of $1.00 each and an expiry date of 30 June 2014.

3. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

4. Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then shares of the Company.

6. Timing of issue of Shares

After a Option is validly exercised, the Company must, at the later to occur of, 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Options and 5 Business Days of the Company being in a position to comply with paragraph (b)(ii) below:

  • (a) issue and allot the Share; and

  • (b) do all such acts matters and things to:

  • (i) obtain the grant of quotation for the Share on ASX; and

  • (ii) ensure that the sale of the Share within 12 months of issue does not cause a breach of the Corporations Act.

7. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

8.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

11

  • (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

  • (b) no change will be made to the Exercise Price.

9. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

  • New exercise price = O - E[P (S+D)] N+1

  • O = the old Exercise Price of the Option.

  • E = the number of underlying Shares into which one Option is exercisable.

  • P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

  • the subscription price of a Share under the pro rata issue.

  • D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

  • N - the number of Shares with rights or entitlements that must be held to receive a right to one new share.

10. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

11.

Quotation of Options

The Options will be unlisted Options. No application for quotation of the Options will be made by the Company until such time as the Company in its absolute discretion determines otherwise. Should the Company make an application for quotation of the Options and the ASX accepts the application for quotation of the Options then the Options will be listed Options from the time that the ASX accepts such application.

12. Options transferable

Subject to the proposed transferee being a party which is within the class of parties in section 708 of the Corporations Act to which disclosure is not required, the Options are transferable.

13. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the options with the appropriate remittance should be lodged at the Company's Registry.

12

ABN 58 009 070 384

EUROGOLD LIMITED

P R O X Y F O R M

The Company Secretary Eurogold Limited

By delivery: Level 1, 173 Mounts Bay Road PERTH WA 6000

By post: By facsimile: c/- Computershare +61 8 9481 3586 GPO Box D182 PERTH WA 6840

I/We[1] _________________

of ______________

being a Shareholder/Shareholders of the Company and entitled to ___________

votes in the Company, hereby appoint[2 ] ______________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at Level 1, 173 Mounts Bay Road, Perth, Western Australia on 12 August 2008 at 10:00am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

  • If the chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 1 to 4 please tick this box. By marking this box you acknowledge that the chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the Meeting will not cast your votes on the Resolutions and your votes will not be counted in computing the required majority if a poll is called on this Resolution.

The chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Approve Share Consolidation Resolution 2 Authorise Options Issue Resolution 3 Approve Issue of Director Options Resolution 4 Approve Non-Executive Directors' Remuneration

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary ____ ____ _____ Contact Name Contact Daytime Telephone Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

13

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that meeting, the representative of the body corporate to attend the meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at the Company at Level 1, 173 Mounts Bay Road, Perth, WA 6000, posted to Computershare at GPO Box D182 Perth WA 6840 or received by facsimile transmission at or facsimile (08) 9481 3586 if faxed from within Australia or +618 9481 3586 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the General Meeting (WST).

14